Amendment No. 5, dated as of November 5, 2021, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Jefferies LLC, SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc
Exhibit 1.1
GLOBAL NET LEASE, INC.
AMENDMENT NO. 5 TO EQUITY DISTRIBUTION AGREEMENT
November 5, 2021
Capital One Securities, Inc.
299 Park Avenue, 14th Floor
New York, New York 10171
Mizuho Securities USA LLC
1271 Avenue of Americas
New York, New York 10020
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
KeyBanc Capital Markets Inc.
127 Public Square, 4th Floor,
Cleveland, Ohio 44114
BMO Capital Markets Corp.
151 West 42nd Street, 32nd Floor
New York, New York 10036
Jefferies LLC
520 Madison Avenue
New York, New York 10022
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
Stifel, Nicolaus & Company, Incorporated
501 North Broadway, 10th Floor
Saint Louis, Missouri 63102
Ladenburg Thalmann & Co. Inc.
640 5th Avenue, 4th Floor
New York, New York 10019
Barclays Capital Inc.
745 7th Avenue, 5th Floor
New York, New York 10019
Ladies and Gentlemen:
This Amendment No. 5 (this “Amendment”) is being entered into by and among Global Net Lease, Inc., a Maryland corporation (the “Company”), and Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), on the one hand, and Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Jefferies LLC, SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (together with the Company and the Operating Partnership, the “Parties”) to amend the Equity Distribution Agreement, dated as of February 28, 2019, as amended by Amendment No. 1 to Equity Distribution Agreement, effective as of May 9, 2019, Amendment No. 2 to Equity Distribution Agreement, effective as of June 21, 2019, Amendment No. 3 to Equity Distribution Agreement, effective as of November 12, 2019, and Amendment No. 4 to Equity Distribution Agreement, effective as of March 19, 2021 (the “Agreement”), related to the issuance and sale of the Company’s common stock, par value $0.01 per share, pursuant to the terms thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
In connection with the foregoing, the Parties wish to amend the Agreement through this Amendment to affirm the compensation payable by the Company to the Agents pursuant to the Agreement, modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendments to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that:
| a. | The definitions of the terms “Agent” and “Agents” are hereby amended and restated in their entirety to read as follows: “Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Jefferies LLC, SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (each an “Agent” and collectively, the “Agents”).” |
| b. | Clause (iv) of Section 3(a) of the Agreement is hereby amended and restated to read as follows: “The compensation to each Agent, as an agent of the Company, for sales of the Shares shall be 1.5% of the gross sales price of the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in connection with such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”).” |
| c. | Section 10 of the Agreement is hereby amended to delete the following “(h) BBVA Securities Inc., 1345 Avenue of the Americas, 44th Floor, New York, New York 10105, Attention: Scott Childs, 302 ###-###-####;” and replace it with “(h) Jefferies LLC, 520 Madison Avenue, New York, NY 10022 Attn: General Counsel” |
SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.
SECTION 3. Counterparts. This Amendment may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties.
SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.
SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment.
SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment.
SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party’s respective businesses and/or assets.
[Signature Page Follows]
| Very truly yours, | ||
| GLOBAL NET LEASE, INC. | ||
| By: | /s/ James L. Nelson | |
| Name: | James L. Nelson | |
| Title: | Chief Executive Officer and President | |
| GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. | ||
| By: | Global Net Lease, Inc., its general partner | |
| By: | /s/ James L. Nelsons | |
| Name: | James L. Nelson | |
| Title: | Chief Executive Officer and President | |
[Signature Page to Amendment No. 5 to Equity Distribution Agreement]
| ACCEPTED as of the date first above written | |
| CAPITAL ONE SECURITIES, INC. | |
| By: | /s/ Gregory T. Houston |
| Name: Gregory T. Houston | |
| Title: Managing Director, Head of REIT Corporate & Investment Banking | |
| MIZUHO SECURITIES USA LLC | |
| By: | /s/ J.T. Deignan |
| Name: J.T. Deignan | |
| Title: Managing Director | |
| B. RILEY SECURITIES, INC. | |
| By: | /s/ Patrice McNicoll |
| Name: Patrice McNicoll | |
| Title: SMD & Co-Head of Investment Banking | |
| KEYBANC CAPITAL MARKETS INC. | |
| By: | /s/ Paul Hodermarsky |
| Name: Paul Hodermarsky | |
| Title: Managing Director, Equity Capital Markets | |
| BMO CAPITAL MARKETS CORP. | |
| By: | /s/ David Raff |
| Name: David Raff | |
| Title: Managing Director | |
| JEFFERIES LLC | |
| By: | /s/ Michael Magarro |
| Name: Michael Magarro | |
| Title: Managing Director | |
| SMBC NIKKO SECURITIES AMERICA, INC. | |
| By: | /s/ Michelle Petropoulos |
| Name: Michelle Petropoulos | |
| Title: Managing Director | |
[Signature Page to Amendment No. 5 to Equity Distribution Agreement]
| STIFEL, NICOLAUS & COMPANY, INCORPORATED | |
| By: | /s/ Chad Gorsuch |
| Name: Chad M. Gorsuch | |
| Title: Managing Director | |
| LADENBURG THALMANN & CO. INC. | |
| By: | /s/ Steve Kaplan |
| Name: Steve Kaplan | |
| Title: Head of Capital Markets | |
| BARCLAYS CAPITAL INC. | |
| By: | /s/ Ernest Kwarteng |
| Name: Ernest Kwarteng | |
| Title: Managing Director | |
[Signature Page to Amendment No. 5 to Equity Distribution Agreement]
